UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Cheche Group Inc.
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
G20707108
(CUSIP Number)
September 14, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSONS Beijing Zhongyun Ronghui Investment Center, LLP |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | 5. | SOLE VOTING POWER 4,979,556(1) |
| 6. | SHARED VOTING POWER 0 |
| 7. | SOLE DISPOSITIVE POWER 4,979,556(1) |
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,979,556(1) |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%(2) |
| 12. | TYPE OF REPORTING PERSON PN |
| (1) | Representing 4,979,556 Class A Ordinary Shares directly held by Beijing Zhongyun Ronghui Investment Center, LLP, a limited liability partnership organized incorporated under the laws of the PRC, whose general partner is Beijing Tianyun Ronghui Management Co., Ltd., which is ultimately controlled by Suning Tian. |
| (2) | Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023. |
| 1. | NAMES OF REPORTING PERSONS Beijing Tianyun Ronghui Management Co., Ltd. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | 5. | SOLE VOTING POWER 4,979,556(1) |
| 6. | SHARED VOTING POWER 0 |
| 7. | SOLE DISPOSITIVE POWER 4,979,556(1) |
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,979,556(1) |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%(2) |
| 12. | TYPE OF REPORTING PERSON CO |
| (1) | Representing 4,979,556 Class A Ordinary Shares directly held by Beijing Zhongyun Ronghui Investment Center, LLP, a limited liability partnership organized incorporated under the laws of the PRC, whose general partner is Beijing Tianyun Ronghui Management Co., Ltd., which is ultimately controlled by Suning Tian. |
| | |
| (2) | Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023.
|
| 1. | NAMES OF REPORTING PERSONS Suning Tian |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH | 5. | SOLE VOTING POWER 4,979,556(1) |
| 6. | SHARED VOTING POWER 0 |
| 7. | SOLE DISPOSITIVE POWER 4,979,556(1) |
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,979,556(1) |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%(2) |
| 12. | TYPE OF REPORTING PERSON IN |
| (1) | Representing 4,979,556 Class A Ordinary Shares directly held by Beijing Zhongyun Ronghui Investment Center, LLP, limited liability partnership organized incorporated under the laws of the PRC, whose general partner is Beijing Tianyun Ronghui Management Co., Ltd., which is ultimately controlled by Suning Tian. |
| | | |
| (2) | Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023. |
Cheche Group Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
8/F, Desheng Hopson Fortune Plaza, 13-1 Deshengmenwai Avenue, Xicheng District, Beijing 100088, China
| (a) | Name of Persons Filing |
Beijing Zhongyun Ronghui Investment Center, LLP
Beijing Tianyun Ronghui Management Co., Ltd.
Suning Tian
Each of the foregoing is referred to as a “Reporting Person” and collectively, as the “Reporting Persons”.
| (b) | Address of Principal Business Office, or, if none, Residence: |
Beijing Zhongyun Ronghui Investment Center, LLP
Room 701, 7th Floor Beijing International Club Tower
Jianguomenwai Avenue 21, Chaoyang District
Beijing, China
Beijing Tianyun Ronghui Management Co., Ltd.
Room 211, 2/F, Building 2, Shangfengyuan
Baijiatong, Haidian District
Beijing,China
Suning Tian
Room 701, 7th Floor Beijing International Club Tower
Jianguomenwai Avenue 21, Chaoyang District
Beijing, China
Beijing Zhongyun Ronghui Investment Center, LLP: China
Beijing Tianyun Ronghui Management Co., Ltd.: China
Suning Tian: China
| (d) | Title of Class of Securities: |
Class A ordinary shares, $0.00001 par value per share (“Class A Ordinary Shares”).
G20707108. This CUSIP applies to the Class A Ordinary Shares of the Issuer. No CUSIP has been assigned to the Class B ordinary shares, par value US$0.00001 per share (the “Class B Ordinary Shares”) of the Issuer.
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Reporting Person | | Amount beneficially owned | | | Percentage
of class | | | Sole power to vote or to direct the vote | | | Shared power to vote or to direct the vote | | | Sole power to dispose or to direct the disposition of | | | Shared power
to dispose or
to direct the
disposition of | |
| Beijing Zhongyun Ronghui Investment Center, LLP | | | 4,979,556 | | | | 6.5 | %* | | | 4,979,556 | | | | 0 | | | | 4,979,556 | | | | 0 | |
| Beijing Tianyun Ronghui Management Co., Ltd. | | | 4,979,556 | | | | 6.5 | %* | | | 4,979,556 | | | | 0 | | | | 4,979,556 | | | | 0 | |
| Suning Tian | | | 4,979,556 | | | | 6.5 | %* | | | 4,979,556 | | | | 0 | | | | 4,979,556 | | | | 0 | |
| * | Based on 76,148,641 outstanding Ordinary Shares as a single class, being the sum of 57,552,137 Class A Ordinary Shares and 18,596,504 Class B Ordinary Shares outstanding as of September 29, 2023, as reported in the Issuer’s registration statement on form F-1 filed with the SEC on September 29, 2023. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 25, 2023
| Beijing Zhongyun Ronghui Investment Center, LLP | |
| | |
| By: | /s/ Suning Tian | |
| Name: | Suning Tian | |
| Title: | Representative of the Managing Partner | |
| | | |
| Beijing Tianyun Ronghui Management Co., Ltd. | |
| | | |
| By: | /s/ Yun Zhou | |
| Name: | Yun Zhou | |
| Title: | Legal Representative | |
| | |
| Suning Tian | |
| | | |
| By: | /s/ Suning Tian | |
| Name: | Suning Tian | |
EXHIBIT INDEX
8
